Title 22 — Business Regulation

It is unlawful for any person in connection with the offer, sale, or purchase of any security, directly or indirectly, (1) to employ any device, scheme, or artifice to defraud. (2) to make any untrue statement of a material fact, or to omit to state a material fact necessary in o…

(a) It is unlawful for any person who receives any consideration from another person primarily for advising the other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise, (1) to employ any device, scheme…

(a) It is unlawful for any person to transact business in this state as a broker-dealer or agent unless he is registered under this Act. (b) It is unlawful for any broker-dealer or issuer to employ an agent unless the agent is registered. The registration of an agent is not effec…

(a) It is unlawful for any person to transact business within this Territory or to maintain any place of business in the Territory or, if incorporated, organized or formed under the laws of this Territory, to transact business or maintain any place of business as either an Invest…

(a) A broker-dealer, agent, or investment adviser may obtain an initial or renewal registration by filing with the Administrator an application together with a consent to service of process pursuant to § 46414(g). The application shall contain whatever information the Administrat…

(a) Every registered broker-dealer and investment adviser shall make and keep such accounts, correspondence, memoranda, papers, books, and COL 052809 other records as the Administrator by rule prescribes. All records so required shall be preserved for three (3) years unless the A…

of Registration. (a) The Administrator may by order deny, suspend, or revoke any registration if he finds (1) that the order is in the public interest and (2) that the applicant or registrant or, in the case of a broker-dealer or investment adviser, any partner, officer, or direc…

Title 11, Guam Code Annotated, Chapters 70, 72, 74, 76 and 78 of the Business License Law, shall not apply to any broker-dealer, agent, or investment adviser registered under this Act. SOURCE: GC § 45206; as renumbered by P.L. 16-65:4. ---------- ARTICLE 3 REGISTRATION OF SECURIT…

It is unlawful for any person to offer any security in Guam unless (1) it is registered under this Act or (2) the security or transaction is exempted under §46402 or (3) the security is a federal covered security. For the purposes of this Chapter the term "federal covered securit…

(a) The following securities may be registered by notification, whether or not they are also eligible for registration by coordination under § 46303: (1) any security whose issuer and any predecessors have been in continuous operation for least five (5) years if (A) there has bee…

(a) Any security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination. (b) A registration statement under this section shall contain the following information and be accompanied b…

(a) Any security may be registered by qualification. (b) A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the information specified in § 46305(c) and the consent to service of process …

(a) registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a registered broker-dealer. (b) Every person filing a registration statement shall pay a filing fee of Two Hundred Dollars ($200.00) plus one-fifth of one percen…

(a) The Administrator may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if he finds (1) that the order is in the public interest and (2) that (A) the registration statement as of its effective date or as of…

When used in this Act, unless the context otherwise requires: (a) Administrator means the official designated in § 46406(a). (b) Agent means any individual other than a broker-dealer who represents a broker-dealer or issuer in effecting or attempting to effect purchases or sales …

(a) The following securities are exempted from '§ 46301 and 46303: (1) any security (including a revenue obligation) issued or guaranteed by the United States, any state, any political subdivision of a state, or any agency or corporate or other instrumentality of one or more of t…

The Administrator may by rule or order require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature or advertising communication addressed or intended for distribution to prospective investors, including clients or prospective cl…

It is unlawful for any person to make or cause to be made, in any document filed with the Administrator or in any proceeding under this Act, any statement which is, at the time and in the light of the circumstances under which it is made, false or misleading in any material respe…

Exemption. (a) Neither (1) the fact that an application for registration under Chapter II or a registration statement under Chapter III has been filed nor (2) the fact that a person or security is effectively registered constitutes a finding by the Administrator that any document…

This Act shall be administered by an Administrator who shall be the Director of Revenue and Taxation, ex officio, or such other person as the Governor may appoint. The Administrator shall be under the general cognizance of the Governor, and may be assigned to such department, age…

(a) The Administrator in his discretion (1) may make such public or private investigations within or outside of this state as he deems necessary to determine whether any person has violated or is about to violate any provision of this Act or any rule or order hereunder, or to aid…

Whenever it appears to the Administrator that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this Act or any rule or order hereunder, he may in his discretion bring an action in the Superior Court to enjoin the act…

(a) Any person who intentionally violates any provisions of this Act except § 46404, or who intentionally violates any rule or order under this COL 052809 Act, or who intentionally violates § 46404 knowing the statement made to be false or misleading in any material respect, shal…

(a) Any person who (1) offers or sells a security of violation of '§ 46201(a), 46301, or 46405(b), or of any rule or order under § 46403 which requires the affirmative approval of sales literature before it is used, or of any condition imposed under '§ 46304(d), 46305(g), or 4630…

(a) Any person aggrieved by a final order of the Administrator may obtain a review of the order in the Superior Court by filing in court, within sixty (60) days after the entry of the order, a written petition praying that the COL 052809 order be modified or set aside in whole or…

(a) The Administrator may, from time to time, make, amend, and rescind such rules, forms, and orders as are necessary to carry out the provisions of this Act, including rules and forms governing registration statements, applications, and reports, and defining, any terms, whether …

(a) A document is filed when it is received by the Administrator. (b) The Administrator shall keep a register of all applications for registration and registration statements which are or have ever been effective under this Act and all denial, suspension, or revocation orders whi…

(a) §§ 46101, 46201(a), 46301, 46405, and 46410 apply to persons who sell or offer to sell when (1) an offer to sell is made in this state, or (2) an offer to buy is made and accepted in this state. (b) §§ 46101, 46201(a), and 46405 apply to person who buy or offer to buy when (1…

COL 052809 The Superior Court shall have exclusive original jurisdiction over all judicial proceedings, including civil and criminal, brought under this Act. SOURCE: GC § 45415.

This Act shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact it and to coordinate the interpretation and administration of this Act with the related federal regulation. SOURCE: GC § 45416.

This Act may cited as the Uniform Securities Act. SOURCE: GC § 45417.

If any provision of this Act or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of the Act which can be given effect without the invalid provision or application, and to this end the provision…

Prior law exclusively governs all suits, action, prosecutions, or proceedings which are pending or may be initiated on the basis of facts or circumstances occurring before the effective date of this Act, except that no civil suit or action may be maintained to enforce any liabili…

This Act shall take effect on the sixtieth (60th) day following approval. SOURCE: GC § 45420. ---------- COL 052809 COL 052809